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15
Compensation andBenefits of Directors and Senior Executives
Executive Compensation
133
Worldline
2016 Registration Document
During its meeting held on July
28, 2014, the Board of Directors
adopted the terms and conditions of Mr. Gilles Grapinet’s
compensation in relation to his functions as Chief Executive
Officer of the Company.
Pursuant to article L.
225-38 of the French Code de commerce,
the Board of Directors of the Company authorized, after review
by the Nomination and Compensation Committee, the signing
of a service agreement between Atos International and the
Company in order to recharge the portion of Mr. Gilles
Grapinet’s compensation related to his functions as Worldline
CEO, under the following conditions:
Recharging of two-thirds of Mr. Gilles Grapinet’s annual fixed
●
base compensation;
to Worldline financial performance, which will be paid upon
decision of Worldline Board of Directors (depending on the
achievement of targets which it determines in advance);
Recharging of the variable part of his compensation relating
●
Recharging of expenses incurred in the interest of Worldline
●
(two-thirds of costs related to his workplace and other
expenses);
schemes);
Recharging of two-thirds of benefits in kind granted to Mr.
●
Gilles Grapinet (company car pursuant to the Atos group
policy, and employee benefits and health coverage
Coverage by Worldline of the costs related to the acquisition
●
of rights by Mr. Gilles Grapinet under the defined benefit
plan (régime de retraite à prestations définies) that is
applicable to employees or Directors of Atos International
SAS or Atos SE, members of the Executive Committee of the
Atos group (prorata the time spent with Worldline as CEO
and up to two thirds limit).
In addition, Atos International SAS receives a 2% mark-up of
such recharged amounts, to compensate management costs.
relating to his duties as CEO of the Company are proposed by
the Nomination and Compensation Committee and approved
by the Board of Directors. The Nomination and Compensation
Committee’s role and composition are detailed in a dedicated
paragraph in the corporate governance section of this
document.
The principles of the compensation of Mr. Gilles Grapinet’s
The principles governing the determination of the
compensation of the CEO are established in the framework of
the AFEP-MEDEF Code to which the Company is referring:
Principle of
balance
: the Nomination and Compensation
●
Committee ensures that no element represents a
disproportionate share of the CEO’s compensation;
Principle of
competitiveness
: the Nomination and
●
Compensation Committee also ensures the competitiveness
of the remuneration of the CEO, through regular
compensation surveys;
context, performance criteria related to the
social and
environmental responsibility
of the Company have been
established in the stock-options and performance shares
plans granted as from 2014.
achievement of precise, simple, and measurable objectives
which are closely linked to Company’s objectives, as
regularly disclosed to the shareholders. In order to develop
a
community of interest with the Group’s shareholders
and to associate Worldline managers and the CEO with the
performance and financial results of the Company in a
long-term perspective, a part of their compensation is equity
based, including stock-options and performance shares.
Finally, the compensation policy of the CEO supports
Worldline commitment to corporate responsibility. In this
Related to
performance
: the CEO’s compensation is closely
●
linked to
company performance
, notably through a
variable compensation plan determined on a half-year basis.
The payment of the semester bonuses is subject to the
SINCETHEAPPOINTMENTAS CEO
Annual
compensation
incash
27.5%
Compensation
withoutperformance
conditions
72.5%
Compensationsubject
toperformanceconditions
Multiannual
equitybased
compensation
27.5%
Fixed
compensation
45%
Potential
equity based
compensation
27.5%
Ontarget
bonus
INTHE CONTEXTOFTHE COMPANYDEVELOPMENT
PLANWITHINTHENEWATOS THREE-YEARPLAN
“2017-2019”
Annual
compensation
incash
23.2%
Compensation
withoutperformance
conditions
76.8%
Compensationsubject
toperformanceconditions
Multiannual
equitybased
compensation
23.2%
Fixed
compensation
50%
Potential
equity based
compensation
26.8%
Ontarget
bonus